bothered his head about its meaning) naturally understand it to mean? Of course, if he has no notion about corporations, section 4 might be utterly meaningless. But assuming that he has, then he would immediately set section 4 in the midst of his ideas about the voting rights of shareholders. He would probably say to himself as he reads the first part: "That looks as if the constitution makers are doing a pretty futile thing to be writing into the basic law of the state a right that everybody who knows anything about corporations knows is not disputed nor denied. Surely that is a foolish provision." Then as he reads the second part he would say to himself: "Now I see what it is all about; this provision as to cumulative voting gives sense to what would otherwise seem a rather silly thing to put into a constitution. By compelling the right of cumulative voting the constitution makers are seeking to make representation to minority stockholders more possible of achievement." Now the words of the section literally interpreted probably would convey to the uninitiated exactly the meaning given them by the court. And if courts must shut their eyes to the historical setting of a constitution or statute whenever its language has no grammatical or other uncertainty or ambiguity, then the court had no alternative but to construe as it did. Fortunately for us, the greatest of our constitutions was not so interpreted. Had it been, it could not have survived the lapse of over a century. The political, social, economic or legal significance, as the case may be, is always the thing to be striven for; grammar and etymology are important only as they aid to that end. In that very striking conflict of opinions between the majority and minority in the case of Standard Oil Company v. United States 221 U. S. 1, over the interpretation of the Sherman Anti-Trust Act, the difference between historical and strict textual interpretation was brought into vivid relief-"every contract, combination or conspiracy in restraint of trade or commerce." Could there be any textual ambiguity here? So Mr. Justice Harlan insisted. And yet the majority speaking through Chief Justice White refused to be bound by textual clarity. Congress had reference only to certain kinds of restraints, and so the much debated rule of reason was evolved. But to arrive at such a result, the historical setting of the Act was examined and carefully considered. Had the court in the instant case been willing to consider carefully the evolution of the stockholders' voting right, the controversies which had arisen over it prior to 1870 and the consequent problem with which the Constitutional Convention of 1870 was dealing, it is difficult to believe that the language in the case of Durkee v. People 155 Ill. 354, Luthy v. Ream 270 Ill. 170, and the case under consideration, ever could have been written. A careful study of the cases will reveal that the only problem concerning the voting rights of stockholders which had arisen either in England or the United States was that of representation. In the early law, a shareholder had but one vote regardless of the number of his shares: Harbury Bridge Co., 11 Ch. D. 109; Taylor v. Griswold 2 Green (N. J.) 222; Commonwealth v. Conover 10 Phila. 55. The manifest injustice of this led to various schemes of proportional representation, the hindering factor against the complete emancipation of the shareholder (i. e., one vote per share) was the desire to protect the minority shareholder from the feared consequence of the predominant power of the majority shareholder. For a while the tendency was to give to the shareholder a voting strength partly proportioned to the number of his shares: Pender v. Lushington 6 Ch. D. 70; Conant v. Millandon, 5 La. Ann. 542; Cannon v. Trask 20 Eq. 669; Campbell v. Poultury 6 G. & J. (Md.) 94. But gradually all restrictions were abandoned and yet the fear of the abuse of power by the majority in their ability to exclude the minority entirely from representation led to the inauguration of the plan of cumulative voting. The literature of the law prior to 1870 is silent as to the right or power to contract away or limit the voting rights of stockholders, whether common or preferred. Probably because it was never questioned. Certain preferred stocks issued prior to 1870 in some of the states did restrict the voting rights of the holders. But, if any assumption of historical fact can be reasonably certain, it is that in framing section 3 the Constitutional Convention had no other thought in mind than that one share should carry with it one vote and that voting should be cumulative. It must not be forgotten that this was the same Constitutional Convention which established proportional representation for members of the Legislative General Assembly. Minority representation was undoubtedly the dominant thought in framing this section. Possibly, and therefore it is justifiable to read such an intention into the section, it was also intended to give one vote to each share, though it requires somewhat of an imagination to believe that this was considered of sufficient importance to become a matter of constitutional legislation. Beginning with the Durkee case, the Supreme Court of Illinois has not contented itself with a mere textual interpretation of the section, but has read into it a declared public policy, with reference to the management of corporations which the text itself hardly justifies and for which the history of the time when it was adopted furnishes neither the slightest clue nor pretext. Even assuming that it was intended that each share should carry with it the right to one vote, what justification was there for construing a right into an obligation, so that in effect the clause ceases to be "every stockholder shall have the right to vote" and has now become "every stockholder must have the right to vote"? If textual interpretation of the kind resorted to by the court is to be followed, it is not unreasonable to ask that etymological consideration shall be given its proper importance. Surely very imperative language should be used when rights which cannot be bargained away are being created. To say that "I shall have the right to do so and so" certainly in its ordinary and customary acceptation does not mean that I am being invested with a right that I may not waive or bargain away. Nor does the mere fact that this right is not conferred upon me alone but upon a class change its character. The doctrine of public policy, unless wisely used, may become a tyrannical thing. Legislatures are often very foolish in some of their declarations of public policy, but at any rate statutes may be amended and repealed, for public policy is often but a transitory emotion. But to read a declared public policy into a constitutional provision, unless it is clearly there, may often be unwise to the extent of folly, for constitutions are not easily changed and future generations have been tied hand and foot by declarations of public policy which were extremely doubtful when made and utterly false when applied to a changed social and economic order. That this is not an unreasonable argument should become clear upon slight reflection. Article 2, section 5, of the Illinois Constitution of 1870 reads: "The right of trial by jury as heretofore enjoyed shall remain inviolate.' If there ever was a declaration of public policy in a constitutional provision here is one. And yet the same court which declared that this right of trial by jury may be waived in civil cases and misdemeanors, Brewster v. People 183 Ill. 143, now declares that a purely private property right to vote shares of stock in a corporation may not be waived. Article 11, section 13, of the Constitution of 1870 reads: "No railroad corporation shall issue any stock or bonds, except for money, labor or property actually received and applied to the purpose for which such corporation was created; and all stock dividends, and other fictitious increase of the capital stock or indebtedness of any such corporation shall be void." Here is another declaration of public policy vastly more important to the people of the State of Illinois than the voting rights of stockholders, and yet in Wells v. Northern Trust Company 195 Ill. 288-296, this section was held not to apply to cases where all parties in interest have consented to the contraction of an indebtedness claimed to violate its mandate. The voting rights of stockholders affect themselves only. No man need buy stock which does not give him full voting privileges. A public which is injured by the supposed evils of non-voting preferred stock will soon cease to buy it. But watered stocks and bonds affect non-stockholders and non-creditors. The public must pay in excessive freight and passenger rates and impaired service for the evils which this section intends to prevent. Were there some inherent evil in non-voting stock, the doctrine of this Illinois case would be understandable. In the Durkee case long term bondholders were denied a voting privilege conferred upon them by contract. Such long term investments in corporate property are often greater than that of shareholders' investments and yet such bonds are more favored than stocks. Modern preferred stocks are becoming more and more unsecured debts with or without definite maturities. By simply calling them debentures with cumulative interest and deferred to ordinary creditors nothing new would be created, and yet, because in the one case they are called shares, public policy demands that they vote; in the other, because they are called debentures, public policy demands that they shall not vote. To such inconsistencies are we driven when we sacrifice the substance of things for their superficial appearances. C. G. L. WORKMEN'S COMPENSATION-NOTICE OF INQUIRY AND MAKING CLAIM FOR COMPENSATION.-In Ridge Coal Co. v. Industrial Commission 298 Ill. 532-535, 131 N. E. 627, upon the point that one could not raise for the first time in the Supreme Court, the question of want of notice within thirty days, the court holds that a general motion to quash the statutory writ of certiorari, without specifying grounds in support of the motion, carries the right to rely upon anything shown by the record, in support of such motion. Then the opinion continues as follows: "In Bushnell v. Industrial Board supra (276 Ill. 262), it was held that the making of a claim for compensation within six months is jurisdictional and a condition precedent to the right to maintain the proceeding, which is not waived by a failure to make the objection on the hearing before the arbitrator, the Industrial Board, or the Circuit Court." With due appreciation of the fact that this language was unnecessary in view of what precedes in the opinion, the query arises, What did the court mean by it? Did the court intend to overrule American Milling Co. v. Industrial Board 279 Ill. 562, 563, and Meyer v. Industrial Commission 286 Ill. 645, where the contrary rule seems to have been applied as to the thirty-day notice requirement, and the case of Storrs v. Industrial Commission 298 Ill. 598, 599, where it was held that failure to raise below the point that claim was not made in six months precluded raising the point above? It is hoped further pronouncements upon this question will clear the confusion thus apparent. E. M. L. DIVERSITIES DE LA LEY SHAKESPEARE'S LAW.-A recent book by Sir George Greenwood has cast a few more rays of light upon the controversy concerning Shakespeare's legal attainments. But unfortunately that author does not see fit to go further. He merely suggests it as desirable that the question be reopened ab initio by one "learned not only in the law of today, but in the law, and the practice of the law, civil, criminal, and ecclesiastical, as known to the lawyers of Elizabethan times." It would be difficult nowadays to find a man who had all the necessary qualifications and who at the same time had the leisure to devote to the task. Until such a man appears, we must content ourselves with the numerous inadequate books which have been written on the subject. Some of these books insist that Shakespeare actually was a lawyer; some vociferously deny it; but most of them occupy some middle ground. It is interesting to find that of these books the most comprehensive show in general a lamentable lack of competence in the author, while those written by the most competent authors are usually mere pamphlets. It seems that the comprehensiveness of each book varies inversely as the ability and qualifications of its author. Three of the books, each representing a type, will be considered in what follows. A brief comment upon them will show the trend of the controversy, and the few remarks offered in conclusion will point out what is necessary to a satisfactory solution of the problem. "Law in Shakespeare," by Edward J. White, occupies a prominent place on the bookshelves of many cultured lawyers, and for that reason one wishes it were more worthy. It tells us more of its author than it does of the "myriad-minded" one. The reader is forced to the conclusion that the writer is laboring under the stress of a great emotion to convince us of Shakespeare's genius, but that he is struggling against the handicap of an inability to appreciate the literary and dramatic qualities of Shakespeare's works. He seems suddenly to have become alive to the poet's greatness and to be seeking a justification for his rude awakening. Literary background may not be essential in a lawyer, but the lack of it in one who attempts to discuss Shakespeare seems hardly forgiveable. When we read a reference to "rare old Ben" and see his name spelled "Johnson," we may entertain some doubts as to the author's intimacy with his subject. We may even infer that he thought he was referring to the Gargantuan lexicographer. What a shock we should receive if upon opening Milton our astonished eyes should read: "Then to the well-trod stage anon If Johnson's learned sock be on, Or sweetest Shakespeare, Fancy's child, |